NEW
YORK, Dec. 16, 2022 /PRNewswire/ -- M3-Brigade
Acquisition II Corp. (NYSE: MBAC) ("MBAC" or the "Company")
announced today the postponement of its special meeting of
stockholders (the "Special Meeting") originally scheduled for
December 19, 2022. The Special
Meeting has been postponed until December
23, 2022 at 9:30 a.m. ET.
The Special Meeting will be held virtually, at
https://www.cstproxy.com/m3brigadeii/2022.
The Special Meeting will be held to vote on the proposals
described in MBAC's definitive proxy statement, filed with the
Securities and Exchange Commission (the "SEC") on December 7, 2022 (the "Definitive Proxy
Statement"), relating to the consideration of (i) the proposal to
amend MBAC's Amended and Restated Certificate of Incorporation (the
"charter") to extend the date by which MBAC must consummate a
business combination (the "Extension") from March 8, 2023 to March 8,
2024 and (ii) three related proposals to amend the charter
and Investment Management Trust Agreement (the "Interest
Amendments") to permit, among other things, the release of interest
from MBAC's trust account to the extent such interest is accrued
after the date of the Interest Amendments to pay MBAC's working
capital expenses and to include certain provisions regarding the
use of funds for payment of the new U.S. federal 1% excise tax on
certain repurchases (including redemptions) of stock or shares
included in the Inflation Reduction Act of 2022.
The record date for the determination of stockholders entitled
to vote at the Special Meeting, including all adjournments thereof,
remains December 5, 2022. The
MBAC Board of Directors continues to recommend that stockholders
vote in favor of the Extension and the Interest Proposals.
The postponement of the Special Meeting is intended to allow
MBAC's stockholders additional time to withdraw their previous
elections to redeem all of their shares of MBAC Class A common
stock with respect to all or a portion of such shares for which
they previously elected to redeem.
MBAC stockholders who have any questions or who need assistance
voting their shares may contact MBAC's proxy solicitor, Innisfree
M&A Incorporated, by calling (877) 687-1866 (or banks and
brokers can call collect at (212) 750-5833).
About M3-Brigade Acquisition II
Corp.
MBAC is a special purpose acquisition corporation formed for the
purpose of effecting a merger, stock purchase or similar business
combination with one or more businesses. MBAC is led by key
executives of M3 Partners, LP, a leading financial advisory
services firm that specializes in assisting companies at inflection
points in their growth cycle, and Brigade Capital Management, LP, a
leading global investment advisor that was founded in 2006 to
specialize in credit-focused investment strategies and has
approximately $30 billion in assets
under management.
Forward Looking
Statements
This press release includes forward-looking statements that
involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking
statements are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements.
These forward-looking statements and factors that may cause such
differences include, without limitation, uncertainties relating to
our ability to obtain approval for the Extension and the Interests
Amendments, our ability to complete our initial business
combination, and other risks and uncertainties indicated from time
to time in filings with the SEC, including "Risk Factors" in the
Definitive Proxy Statement and in Item 1A of our Annual Report on
Form 10-K for the year ended December 31,
2021, filed with the SEC on April 15,
2022, and our Quarterly Reports on Form 10-Q filed with the
SEC on May 23, 2022, August 12, 2022 and November 14, 2022 and in other reports we file
with the SEC. MBAC expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in MBAC's expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is
based.
Additional Information and Where
to Find It
MBAC URGES STOCKHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT,
AS WELL AS OTHER DOCUMENTS FILED BY MBAC WITH THE SEC BECAUSE THESE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT MBAC, THE
EXTENSION AND THE INTEREST AMENDMENTS. Stockholders may obtain
copies of these documents (when available), without charge, at the
SEC's website at www.sec.gov or by directing a request to:
M3-Brigade Acquisition II Corp., 1700 Broadway 19th Floor,
New York, NY 10019.
Participants in
Solicitation
MBAC and its directors and executive officers may be deemed to
be participants in the solicitation of proxies of MBAC
stockholders. Investors and security holders may obtain more
detailed information regarding the names, affiliations and
interests of MBAC's directors and officers in the Definitive Proxy
Statement, which, when available, may be obtained free of charge
from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities and
shall not constitute an offer to sell or a solicitation of an offer
to buy the securities of MBAC, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Contact:
M3-Brigade Acquisition II Corp.
c/o M3 Partners,
LP
1700 Broadway
19th Floor
New York, NY 10019
www.m3-brigade.com
Investor Relations
Kristin Celauro (212)
202-2223
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SOURCE M3-Brigade Acquisition II Corp.